FY2003 10K Exhibit 4.05



Exhibit 4.05



ASSIGNMENT AND CONSENT



This Assignment and Consent (this "Assignment") is entered into
as of March 23, 2004 and deemed effective as of January 16, 2004 by and among
CBS Broadcasting Inc. ("CBS"), Pearson International Finance Ltd.
("Pearson"), NMP, Inc., ("NMP") and MarketWatch.com, Inc.
("MarketWatch").


RECITALS


A.CBS, Pearson and MarketWatch are parties to that certain registration
rights agreement, originally entered into on January 13, 1999 (the
"Registration Rights Agreement"), pursuant to which MarketWatch
provides certain rights to CBS and Pearson.

B.MarketWatch and NMP have entered into an agreement and plan of
reorganization and merger dated July 22, 2003 and amended on December 15, 2003
(the "Merger Agreement"), under which MarketWatch will become a wholly
owned subsidiary of NMP.

C.MarketWatch and NMP wish, in connection with such merger and
reorganization, to have MarketWatch assign to NMP all of MarketWatch's rights
and obligations under the Registration Rights Agreement, and to have NMP assume
such rights and obligations, and CBS and Pearson agree to consent to such
assignment and assumption.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

AGREEMENT

	Continuation of Provisions

Except as expressly set forth herein, all other terms and conditions of
the Registration Rights Agreement will remain in full force and effect.

	Assignment and Assumption

 2.1.  Assignment.  MarketWatch hereby assigns and transfers over to NMP
all right, title and interest in and to the Registration Rights Agreement and
NMP hereby accepts such assignment and transfer.


 2.2.  Assumption.  NMP hereby assumes all liabilities of MarketWatch under
the Registration Rights Agreement, whether existing at or prior to Closing (as
defined in the Merger Agreement) or arising thereafter.  NMP hereby agrees to be
bound by all the terms of, and to undertake and perform all the obligations of
MarketWatch contained in, the Registration Rights Agreement.  NMP confirms that
it shall be deemed a party to the Registration Rights Agreement as if it were
the "Company" as defined in the Registration Rights Agreement.


 2.3.  Consent.  CBS and Pearson hereby consent and agree to the assignment
to NMP by MarketWatch of all of MarketWatch's rights and obligations under the
Registration Rights Agreement and to the substitution of NMP for MarketWatch in
the Registration Rights Agreement.


	General

 3.1.  Effective Date.  This Assignment shall become effective
immediately upon the Closing (as defined in the Merger Agreement).


 3.2.  Entire Agreement.  The Registration Rights Agreement, as modified by
this Assignment, constitutes the complete and exclusive statement of the
agreement among the parties with respect to the subject matter hereof, and
supersedes all prior and contemporaneous proposals and understandings, oral and
written, relating to the subject matter contained therein. 



IN WITNESS WHEREOF, the parties have executed this Assignment by their duly
authorized representatives as of the date first written above.



	
CBS BROADCASTING INC.

By:  ______________________________

Its


	
PEARSON INTERNATIONAL FINANCE LTD.

By:  _____________________________


Its

	
MARKETWATCH.COM, INC.

By:  ______________________________

Its


	
NMP, INC.

By:  ______________________________

Its